News Release: create restaurants holdings inc.

(3387 TSE Prime)
September 6, 2024

Notice of Acquisition of Shares of Ichigen Food Company Co., Ltd.
The Company hereby announces that at the meeting of the Board of Directors held today, we have resolved toacquire the shares of Ichigen Food Company Co., Ltd. (hereinafter referred to as "Ichigen"), which operates "Ebisoba
Ichigen", a ramen restaurant representing Sapporo, Hokkaido, and to make it a consolidated subsidiary (hereinafterreferred to as "this transaction"), as follows.

1.

Reason for acquisition of the sharesIchigen is one of the leading ramen brands in Sapporo, Hokkaido, which features a distinctive soup withcondensed umami and flavor of sweet shrimps, and is highly regarded by customers as a unique entity. In addition
to the Sapporo head office, which opened in 2008, Ichigen operates a total of 11 outlets both in domestic andoverseas at New Chitose Airport, Tokyo, Taiwan, and Hong Kong. At the same time, Ichigen also sells ramen andinstant noodles in a cup for souvenirs.
In addition to sharing the experience and know-how that both companies have cultivated each other, we believethat the sharing of property development information and operation management methods possessed by ourgroup will enable us to further develop the brand power if Ichigen.
Additionally, the Company decided to acquire the shares of Ichigen by further deepening the noodle categorybusiness, which is the daily food, strengthening the brand portfolio by nurturing the next core brand, and creatingsynergies through franchising within the Group, etc., which will lead to the enhancement of the corporate value of
the Group by this transaction.

2.

Summary of a subsidiary to be acquired
(1)

Name

Ichigen Food Company Co., Ltd.

(2)

Address

10-1-16, Minami Junijo Nishi, Chuo-ku, Sapporo-shi, Hokkaido(3)

Job title/name ofrepresentative(4)

Content of the business(5)

Capital28 million yen(6)

Establishment dateJune 4, 2001

(7)

Major shareholders andits holding ratio(8)

Relationship between thelisted company and thecompany concerned(9)Takashi Yokoyama, Representative Director and President
Restaurant management of "Ebisoba Ichigen"

One individual shareholder 100.0%
Capital relations

None

Human relationsNone

Business relations

None

Operating Results and Financial Position of the Company for the Last 3 Years
Fiscal year ending
April 2022

Fiscal year ending
April 2023

(Million yen)
Fiscal year ending
April 2024

Net assets

498

626

258

Total assets

670

808

348

BPS (yen)

889,443

1,118,107

460,048

Net sales

608

910

1,058

Operating profit

67172

201

Ordinary income

73

176

202

Net Income

114

128

143

Net income per share (yen)203,221228,573

254,556

Dividend per share (yen)---－ 1 －3.

Outline of the counterparty to the share acquisition
Based on the obligation of confidentiality with the counterparty to the share acquisition, the name and addressof 1 company shareholder will not be disclosed. However, there are no capital, personal, or business relations
that should be described between us and the individual.

4.

5.

Number of shares acquired, acquisition price, and status of shares held before and after the acquisition(1)

Number of shares held
prior to transfer(2)

Number of shares toacquire(3)

Acquisition price(4)

Number of shares held
after the acquisition

Schedule
(1)
(2)
(3)

6.

0 shares(Number of voting rights: 0)(Percentage of voting rights held: 0.00%)
560 shares(Number of voting rights: 560)
(Percentage of voting rights held: 100.00%)
The acquisition price shall be finalized based on the Ichigen’s financial
situation up to the day before the share acquisition date. As soon as theacquisition price is finalized, we will promptly announce it as a progress ofdisclosure. The acquisition price shall be determined both by the results oflegal and financial due diligence conducted by outside legal counsel andcertified public accountants and consultation between the parties.
560 shares(Number of voting rights: 560)
(Percentage of voting rights held: 100.00%)

Date of resolution ofthe Board of Directors
Agreement
Date of acquisition ofshares

September 6, 2024
September 6, 2024
October 1, 2024 (planned)

Future outlook

The impact on the consolidated results for the current fiscal year ending February 2025 is expected to benegligible, and we will promptly inform you of any information to be disclosed in the future.

(Reference) Forecast of consolidated financial results for the current fiscal year (announced on April 12, 2024) andResults for the previous fiscal year(Million yen)
Profit(Reference)
Operating
Profit before
Profit for
attributable toAdjusted
Revenue
profittaxes
the yearowners ofEBITDA
parent(Note)
Forecast of
consolidated
153,000
9,300
8,700
7,000
6,100
26,200business results for
FY 2025
Consolidated
business results for
145,759
7,075
6,632
5,608
5,041
25,583
FY 2024(Note) We use adjusted EBITDA as useful comparative indicators of our business performance. The formula is asfollows:
Adjusted EBITDA = operating profit + other operating expenses-other operating revenues (excluding sponsorshipincome) + depreciation and amortization + non-recurring expense items (advisory expenses, etc. related to shareacquisition, etc.)－ 2 －